BY-LAWS
OF
H. F. AHMANSON & COMPANY
ARTICLE I
OFFICES
SECTION 1.01 Registered Office. The registered office of H. F.
Ahmanson & Company (hereinafter called the Corporation) in the State
of Delaware shall be at 229 South State Street, City of Dover, County
of Kent, and the name of the registered agent at that address shall
be The Prentice-Hall Corporation System, Inc.
SECTION 1.02 Principal Office. The principal office for the
transaction of the business of the Corporation shall be at 4900
Rivergrade Road, Irwindale, California. The Board of Directors
(hereinafter called the "Board") is hereby granted full power and
authority to change said principal office from one location to
another.
SECTION 1.03 Other Office. The Corporation may also have an
office at such other place or places, either within or without the
State of Delaware, as the Board may from time to time determine or as
the business or the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meetings. Annual meetings of the
stockholders of the Corporation for the purpose of electing directors
and for the transaction of such other proper business as may come
before such meetings shall be held on the third Tuesday in May of
each year if not a legal holiday, and if a legal holiday, then on the
next business day following, at 2:00 P.M., or at such other time or
date as the Board shall determine by resolution.
SECTION 2.02 Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the Board
or a committee of the Board which has been duly designated by the
Board and whose powers and authority, as provided in a resolution of
the Board or in these By-Laws, include the power to call such
meetings. Unless otherwise prescribed by statute or by the
Certificate of Incorporation, special meetings may not be called by
any other person or persons. No business may be transacted at any
special meeting of stockholders other than such business as may be
designated in the notice calling such meeting.
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SECTION 2.03 Place of Meetings. All meetings of the
stockholders shall be held at such places, within or without the
State of Delaware, as may from time to time be designated by the
person or persons calling the respective meeting and specified in the
respective notices or waivers of notice thereof.
SECTION 2.04 Notice of Meetings. Except as otherwise required
by law, notice of each meeting of the stockholders, whether annual or
special, shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder of
record entitled to vote at such meeting by delivering a typewritten
or printed notice thereof to him personally, or by depositing such
notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not
have furnished to the Secretary his address for such purpose, then at
his post office address last known to the Secretary, or by
transmitting a notice thereof to him at such address by telegraph,
cable, or wireless. Except as otherwise expressly required by law,
no publication of any notice of a meeting of the stockholders shall
be required. Every notice of a meeting of the stockholders shall
state the place, date and hour of the meeting, and, in the case of a
special meeting, shall also state the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall
not be required to be given to any stockholder who shall have waived
such notice and such notice shall be deemed waived by any stockholder
who shall attend such meeting in person or by proxy, except as a
stockholder who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
Except as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time
and place thereof are announced at the meeting at which the
adjournment is taken.
SECTION 2.05 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the
holders of record of a majority in voting interest of the shares of
stock of the Corporation entitled to be voted thereat, present in
person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of the stockholders of the Corporation or any
adjournment thereof. In the adsence of a quorum at any meeting or
any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote
thereat or, in the absence therefrom of all the stockholders, any
officer entitled to preside at, or to act as secretary of, such
meeting may adjourn such meeting from time to time. At any such
adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as
originally called.
SECTION 2.06 Voting.
(a) Each stockholder shall, at each meeting of the stockholders,
be entitled to vote in person or by proxy each share or fractional
share of the stock of the Corporation having voting rights on the
matter in question and which shall have been held by him and
registered in his name on the books of the Corporation:
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(i) on the date fixed pursuant to Section 6.05 of these
By-Laws as the record date for the determination of
stockholders entitled to notice of and to vote at such
meeting, or
(ii) if no such record date shall have been so fixed, then
(a) at the close of business on the day next preceding the
day on which notice of the meeting shall be given or (b) if
notice of the meeting shall be waived, at the close of
business on the day next preceding the day on which the
meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in
the election of directors in such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes. Persons holding stock of the
Corporation in a fiduciary capacity shall be entitled to vote such
stock. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or with respect to which two or more persons
have the same fiduciary relationship, shall be voted in accordance
with the provisions of the General Corporation Law of the State of
Delaware.
(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument
in writing, subscribed by such stockholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after
three years from its date unless said proxy shall provide for a
longer period. The attendance at any meeting of a stockholder who
may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary
of the meeting prior to the voting of the proxy. At any meeting of
the stockholders all matters, except as otherwise provided in the
Certificate of Incorporation, in these By-Laws or by law, shall be
decided by the vote of a majority of the shares present in person or
by proxy and entitled to vote thereat and thereon, a quorum being
present. The vote at any meeting of the stockholders on any question
need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it
shall state the number of shares voted.
SECTION 2.07 List of Stockholders. The Secretary of the
Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten
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(10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the duration
thereof, and may be inspected by any stockholder who is present.
SECTION 2.08 Judges. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the chairman
of such meeting may appoint a judge or judges to act with respect to
such vote. Each judge so appointed shall first subscribe an oath
faithfully to execute the duties of a judge at such meeting with
strict impartiality and according to the best of his ability. Such
judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled
to vote on such question, shall conduct and accept the votes, and,
when the voting is completed, shall ascertain and report the number
of shares voted respectively for and against the question. Reports
of judges shall be in writing and subscribed and delivered by them to
the Secretary of the Corporation. The judges need not be
stockholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a
proposal in which he shall have a material interest.
SECTION 2.09 Stockholder Proposals at Meetings of the
Stockholders.
(a) At an annual or special meeting of the stockholders, only
such business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before a stockholders'
annual or special meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board; (ii) otherwise properly brought before the
meeting by or at the direction of the Board; or (iii) otherwise
properly brought before the meeting by a stockholder. In addition to
any other applicable requirements, and subject to any limitations on
business which may be proposed or transacted at such meeting,
including the provisions of Section 2.02 of these By-Laws, for
business to be properly brought before an annual or special meeting
by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely
with respect to an annual meeting, a stockholder's notice must be
received at the principal executive office of the Corporation not
less than sixty (60) days nor more than one hundred twenty (120) days
prior to the date of such annual meeting; provided, however, that in
the event that the first public disclosure (whether by mailing of a
notice to stockholders or the New York Stock Exchange, press release
or otherwise) of the date of the annual meeting is made less than
sixty-five (65) days prior to the date of the meeting, notice by the
stockholder will be timely if received not later than the close of
business on the tenth (10th) day following the day on which such
public disclosure was first made. To be timely with respect to a
special meeting, a stockholder's notice must be received at the
principal executive office of the Corporation not later than the
close of business on the tenth (10th) day following the day on which
the first public disclosure (whether by mailing of a notice to
stockholders or the New York Stock Exchange, press release or
otherwise) of the date of the special meeting is made.
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(b) A stockholder's notice to the Secretary shall set forth, as
to each matter the stockholder proposes to bring before the annual or
special meeting, (i) a reasonably detailed description of any
proposal to be made at such meeting; (ii) the name and address, as
they appear on the Corporation's stock register, of the stockholder
proposing such business; (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
stockholder; (iv) any material interest of the stockholder in such
business; and (v) such other information relating to the stockholder
or the proposal as is required to be disclosed under the rules of the
Securities and Exchange Commission governing the solicitation of
proxies whether or not such proxies are in fact solicited by the
stockholder. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual or special
stockholders' meeting except in accordance with the procedures set
forth in this Section 2.09; provided, however, that nothing in this
Section 2.09 shall be deemed to preclude discussion by any
stockholder of any business properly brought before the annual or
special meeting in accordance with said procedures. The chairman of
an annual or special meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section
2.09, and if he should so determine, any such business not properly
brought before the meeting shall not be transacted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers. The property, business and
affairs of the Corporation shall be managed by the Board.
SECTION 3.02 Number and Term of Office. The authorized number
of directors shall be such number as shall be determined from time to
time by a resolution adopted by a majority of the Board or by the
affirmative vote of the holders of not less than a majority of the
total voting power of all outstanding shares of voting stock of the
Corporation. Each of the directors of the Corporation shall hold
office until his successor shall have been duly elected and shall
qualify or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3.03 Election of Directors. The directors shall be
elected by the stockholders of the Corporation, and at each election
the persons receiving the greatest number of votes, up to the number
of directors then to be elected, shall be the persons then elected.
The election of directors is subject to any provisions contained in
the Certificate of Incorporation relating thereto, including any
provisions for cumulative voting.
SECTION 3.04 Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board or to the
Secretary of the Corporation. Any such resignation shall take effect
at the time specified therein, or, if the time be not specified, it
shall take effect immediately upon its receipt; and unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
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SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether
because of death, resignation, disqualification, an increase in the
number of directors, or any other cause, may be filled by vote of the
majority of the remaining directors, although less than a quorum.
Each director so chosen to fill a vacancy shall hold office until his
successor shall have been elected and shall qualify or until he shall
resign or shall have been removed in the manner hereinafter provided.
SECTION 3.06 Place of Meeting, Etc. The Board may hold any of
its meetings at such place or places within or without the State of
Delaware as the Board by from time to time by resolution designate
or as shall be designated by the person or persons calling the
meeting or in the notice or a waiver of notice of any such meeting.
Directors may participate in any regular or special meeting of the
Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting
of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.
SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of
such first meeting shall not be required.
SECTION 3.08 Regular Meetings. Regular meetings of the Board
may be held at such times as the Board shall from time to time by
resolution determine. If any day fixed for a regular meeting shall
be a legal holiday at the place where the meeting is to be held, then
the meeting shall be held at the same hour and place on the next
succeeding business day not a legal holiday. Except as provided by
law, notice of regular meetings need not be given.
SECTION 3.09 Special Meetings. Special meetings of the Board
may be called by the Chairman of the Board of Directors or the
President and shall be called by the President or Secretary on the
written request of two directors. Notice of all special meetings of
the Board shall be given to each director:
(a) by first-class mail, postage prepaid, deposited in the
United States mail in the city where the principal executive office
of the Corporation is located at least five (5) days before the date
of such meeting; or
(b) by telegram, charges prepaid, such notice to be transmitted
by the telegraph company in the city of the principal executive
office of the Corporation at least forty-eight (48) hours before the
time of holding such meeting; or
(c) by personal delivery, or orally in person or by telephone,
at least twenty-four (24) hours prior to the time of holding such
meeting.
Notice given in accordance with paragraph (a) above shall
conclusively be deemed to be given to a director if addressed to the
director at any address the person giving the notice has reason to
believe will result in actual notice to the director prior to the
time of the meeting. Notice given in accordance with paragraph (b)
or (c) above shall conclusively be deemed to be given to a director
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if delivered in writing or communicated orally either to the director
or to a person whom the person giving the notice has reason to
believe will deliver or communicate it to the director prior to the
time of the meeting. Notice given in accordance with paragraph (a),
(b) or (c) above shall conclusively be deemed to be given to a
director if mailed or delivered to the last address provided by the
director to the Secretary of the Corporation for such purpose. The
notice need not specify the purpose of the meeting, nor need it
specify the place of the meeting if the meeting is to be held at the
principal executive office of the Corporation.
Such notice may be waived by any director and any meeting shall
be a legal meeting without notice having been given if all the
directors shall be present thereat or those not present shall, either
before or after the meeting, sign a written waiver of notice of, or a
consent to, such meeting or shall after the meeting sign the approval
of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or be made a part of the
minutes of the meeting.
SECTION 3.10 Quorum and Manner of Acting. Except as otherwise
provided in the Certificate of Incorporation or these By-Laws or by
law, the presence of a majority of the total number of directors then
in office shall be required to constitute a quorum for the
transaction of business at any meeting of the Board. Except as
otherwise provided in the Certificate of Incorporation or these By-
Laws or by law, all matters shall be decided at any such meeting, a
quorum being present, by the affirmative votes of a majority of the
directors present. In the absence of a quorum, a majority of
directors present at any meeting may adjourn the same from time to
time until a quorum shall be present. Notice of any adjourned
meeting need not be given. The directors shall act only as a Board,
and the individual directors shall have no power as such.
SECTION 3.11 Action by Consent. Any action required or
permitted to be taken at any meeting of the Board or of any committee
thereof may be taken without a meeting if a written consent thereto
is signed by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
SECTION 3.12 Compensation. The directors shall receive only
such compensation for their services as directors as may be allowed
by resolution of the Board. The Board may also provide that the
Corporation shall reimburse each such director for any expense
incurred by him on account of his attendance at any meetings of the
Board or Committees of the Board. Neither the payment of such
compensation nor the reimbursement of such expenses shall be
construed to preclude any director from serving the Corporation or
its subsidiaries in any other capacity and receiving compensation
therefor.
SECTION 3.13 Executive Committee. There may be an Executive
Committee of three or more directors appointed by the Board, who may
meet at stated times, or on notice to all by any of their own number,
during the intervals between the meetings of the Board; they shall
advise and aid the officers of the Corporation in all matters
concerning its interests and the management of its business, and
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generally perform such duties and exercise such powers as may be
directed or delegated by the Board from time to time. To the full
extent permitted by law, the Board may delegate to such committee
authority to exercise all the powers of the Board while the Board is
not in session. Vacancies in the membership of the committee shall
be filled by the Board at a regular meeting or at a special meeting
for that purpose. The Executive Committee shall keep written minutes
of its meeting and report the same to the Board when required. The
provisions of Sections 3.08, 3.09, 3.10 and 3.11 of these By-Laws
shall apply, mutatis mutandis, to any Executive Committee of the
Board.
SECTION 3.14 Other Committees. The Board may, by resolution
passed by a majority of the whole Board, designate one or more other
committees, each such committee to consist of one or more of the
directors of the Corporation. To the full extent permitted by law,
any such committee shall have and may exercise such powers and
authority as the Board may designate in such resolution. Vacancies
in the membership of a committee shall be filled by the Board at a
regular meeting or a special meeting for that purpose. Any such
committee shall keep written minutes of its meetings and report the
same to the Board when required. The provisions of Sections 3.08,
3.09, 3.10 and 3.11 of these By-Laws shall apply, mutatis mutandis,
to any such committee of the Board.
SECTION 3.15 Notice of Director Nominations.
(a) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of
the Corporation. Nominations of persons for election to the Board
may be made at a meeting of stockholders (i) by or at the direction
of the Board by any nominating committee or person appointed by the
Board or (ii) by any stockholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 3.15. In addition to any
other applicable requirements, and subject to any limitations on
business which may be proposed or transacted at such meeting,
including the provisions of Section 2.02 of these By-Laws, such
stockholder nominations, other than those made by or at the direction
of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation of the stockholder's intention to
make such nomination. To be timely with respect to an annual
meeting, such a stockholder's notice must be received at the
principal executive office of the Corporation not less than sixty
(60) days nor more than one hundred and twenty (120) days prior to
the date of such annual meeting; provided, however, that in the event
that the first public disclosure (whether by mailing of a notice to
stockholders or the New York Stock Exchange, press release or
otherwise) of the date of the annual meeting is made less than sixty-
five (65) days prior to the date of the meeting, notice by the
stockholder will be timely if received not later than the close of
business on the tenth (10th) day following the day on which such
public disclosure was first made. To be timely with respect to a
special meeting, a stockholder's notice must be received at the
principal executive office of the Corporation not later than the
close of business on the tenth (10th) day following the day on which
the first public disclosure (whether by mailing of a notice to
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stockholders or the New York Stock Exchange, press release or
otherwise) of the date of the special meeting is made.
(b) Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and
residence address of the person; (ii) the principal occupation or
employment of the person; (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
person; and (iv) such other information relating to the person as
would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election
of such person whether or not such proxies are in fact solicited for
the election of such person; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's
stock register, of the stockholder; (ii) the class and number of
shares of capital stock of the Corporation which are beneficially
owned by the stockholder; and (iii) such other information relating
to the stockholder or the nomination as is required to be disclosed
under the rules of the Securities and Exchange Commission governing
the solicitation of proxies whether or not such proxies are in fact
solicited by the stockholder. Such notice must also include a signed
consent of each such nominee to serve as a director of the
Corporation, if elected or re-elected. The Corporation may require
any proposed nominee to furnish such other information as may
reasonable be required by the Corporation to determine the
eligibility for election as a director of the Corporation. These
provisions shall not apply to nomination of any persons entitled to
be separately elected by holders of preferred stock of the
Corporation. In the event that a person is validly designated as a
nominee in accordance with the procedures specified above and shall
thereafter become unable or unwilling to stand for election to the
Board, the Board or the stockholder who proposed such nominee, as the
case may be, may designate a substitute nominee; provided, however,
that in the case of persons not nominated by the Board, such a
substitution may only be made if notice as provided above in this
Section 3.15 is received at the principal executive office of the
Corporation not later than the earlier of (i) thirty (30) days prior
to the date of the annual meeting or (ii) ten (10) days after the
stockholder proposing the original nominee first learned that such
original nominee has become unable or unwilling to stand for
election. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedure, and if he should so
determine, the defective nomination shall be disregarded.
ARTICLE IV
OFFICERS
SECTION 4.01 Number. The officers of the Corporation shall
include a President and a Secretary. The Board shall designate from
among its officers a Chief Executive Officer and may designate a
Chief Operating Officer and make such other designations as it deems
appropriate. A person may hold more than one office providing the
duties thereof can be consistently performed by the same person.
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SECTION 4.02 Other Officers. The Board may appoint such other
officers as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Chief Executive Officer
or the Board.
SECTION 4.03 Election. Each of the officers of the Corporation
shall be chosen by the Board and shall hold his office until he shall
resign or shall be removed or otherwise disqualified to serve, or his
successor shall be elected and qualified.
SECTION 4.04 Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board.
SECTION 4.05 Removal; Vacancies. Subject to the express
provisions of a contract authorized by the Board, any officer may be
removed, either with or without cause, at any time by the Board or by
any officer upon whom such power of removal may be conferred by the
Board. Any vacancy occurring in any office of the Corporation shall
be filled by the Board.
SECTION 4.06 The President. The President shall have such
powers and duties as may from time to time be assigned to him by the
Chief Executive Officer or the Board or as may prescribed by these
By-Laws or applicable law. The President shall be an ex-officio
member of standing committees, if so provided in the resolutions of
the Board appointing the members of such committees.
SECTION 4.07 The Chief Executive Officer. The Chief Executive
Officer shall be the managing officer of the Corporation. Subject to
the control of the Board, the Chief Executive Officer shall have
general supervision, control and management of the business and
affairs of the Corporation, and general charge and supervision of all
officers, agents and employees of the Corporation; shall see that all
orders and resolutions of the Board are carried into effect; and in
general shall exercise all powers and perform all duties incident to
the managing officer of the Corporation and such other powers and
duties as may from time to time be assigned to him by the Board or as
may be prescribed by these By-Laws or applicable law. He may execute
and deliver in the name of the Corporation all deeds, mortgages,
bonds, contracts and other instruments, except where required by law
or these By-Laws to be otherwise executed and delivered or where such
execution and delivery shall be expressly delegated by him or the
Board to some other officer or agent of the Corporation.
SECTION 4.08 The Chief Operating Officer. The Chief Operating
Officer shall have such powers and duties as may from time to time be
assigned to him by the Chief Executive Officer or the Board. In the
absence of the Chief Executive Officer, the Chief Operating Officer
shall have all the powers and shall perform all the duties of the
Chief Executive Officer.
SECTION 4.09 The Secretary and Assistant Secretary. The
Secretary shall attend all meetings of the Board and all meetings of
the stockholders and record all the proceedings of the meeting of
the Corporation and of the Board in a book to be kept for that
purpose and shall perform like duties for the standing and special
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committees of the Board when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special
meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or the Chief Executive Officer, under whose
supervision he shall act. He shall have custody of the corporate
seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and, when
so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The Board may give general authority to
any other officer to affix the seal of the Corporation and to attest
the affixing by his signature.
The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board (or if
there be no such determination, then in the order of their election),
shall, in the absence of the Secretary or in the event of his
inability or his refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have
such other powers as the Board may from time to time prescribe.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 5.01 Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes or other evidence of indebtedness
payable by the Corporation shall be signed by such person or persons
and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such person or persons shall give such
bond, if any, as the Board may require.
SECTION 5.02 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other
depositories as the Board by select, or as may be selected by any
officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for
the purpose of collection for the account of the Corporation, the
President, any Vice President or the Treasurer (or any other officer
or officers, assistant or assistants, agent or agents, or attorney or
attorneys of the Corporation who shall from time to time be
determined by the Board) may endorse, assign and deliver checks,
drafts and other orders for the payment of money which are payable to
the order of the Corporation.
SECTION 5.03 General and Special Bank Accounts. The Board may
from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other
depositories as the Board may select or as may be selected by any
officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special
rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these By-Laws, as it may deem
expedient.
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ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.01 Certificates for Stock. Every owner of stock of
the Corporation shall be entitled to have a certificate or
certificates, to be in such form as the Board shall prescribe,
certifying the number and class of shares of the stock of the
Corporation owned by him. The certificates representing shares of
such stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Corporation by the
Chairman, Vice Chairman or President or a Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer. Any of or all of the signatures on the certificates may
be a facsimile. In case any officer, transfer agent or registrar who
has signed, or whose facsimile signature has been placed upon, any
such certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as
though the person who signed such certificate, or whose facsimile
signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue. A record shall be
kept of the respective names of the persons, firms or corporations
owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and
the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to
the Corporation for exchange or transfer shall be cancelled, and no
new certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall have been
so cancelled, except in cases provided for in Section 6.04.
SECTION 6.02 Transfers of Stock. Transfers of shares of stock
of the Corporation shall be made only on the books of the Corporation
by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary, or with a transfer clerk or a transfer agent appointed as
provided in Section 6.03, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of all
taxes thereon. The person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact
shall be so expressed in the entry of transfer if, when the
certificate or certificates shall be presented to the Corporation for
transfer, both the transferor and transferee request the
Corporation to do so.
SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-
Laws, concerning the issue, transfer and registration of certificates
for shares of the stock of the Corporation. It may appoint, or
authorize any officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and
may require all certificates for stock to bear the signature or
signatures of any of them.
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SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated
Certificates. In any case of loss, theft, destruction or mutilation
of any certificate of stock, another may be issued in its place upon
proof of such loss, theft, destruction or mutilation and upon the
giving of a bond of indemnity to the Corporation in such form and in
such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the
judgment of the Board, it is proper so to do.
SECTION 6.05 Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which
shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any
other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a
meeting of stockholders the Board shall not fix such a record date,
the record date for determining stockholders for such purpose shall
be the close of business on the day on which the Board shall adopt
the resolution relating thereto. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01 Right of Indemnification. The Corporation shall
indemnify and hold harmless each person who is or was a director or
officer of the Corporation, and each person who is or was serving at
the request of the Corporation as a director or officer of another
Corporation, partnership, joint venture, trust or other enterprise,
to the fullest extent permitted by the laws of Delaware, as from time
to time in effect. The Corporation may, if and to the extent
authorized by the Board of Directors of the Corporation in a specific
case, indemnify and hold harmless employees or agents of the
Corporation or of such other enterprises in the same manner and to
the same extent. The obligations set forth in this Section 7.01
shall inure to the benefit of heirs, executors, administrators and
personal representatives of those entitled to the benefits of this
Section 7.01 and shall be binding upon any successor to the
Corporation to the fullest extent permitted by the laws of Delaware,
as from time to time in effect. This Section 7.01 shall be
applicable whether or not the matters to which the obligation to
indemnify or hold harmless relates arose in whole or part prior to
the adoption of this Article, and shall not be construed to limit the
powers of the Board of Directors to provide any other indemnification
or other rights or benefits which it may deem appropriate.
SECTION 7.02 Other Rights and Remedies. The benefits provided
by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any By-
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Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 7.03 Insurance. Upon resolution passed by the Board,
the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him or hold him
harmless against such liability under the provisions of this Article.
SECTION 7.04 Constituent Corporations. For the purposes of
this Article, references to "the Corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was
a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article
with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same
capacity.
SECTION 7.05 Employee Benefit Plans. For purposes of this
Article, references to "other enterprises" shall include employee
benefit plans, and references to "serving at the request of the
Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes a duty on, or
involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or
beneficiaries.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 Seal. The Board shall provide a corporate seal,
which shall be in the form of a circle and shall bear the name of the
Corporation and words and figures showing that the Corporation was
incorporated in the State of Delaware and the year of incorporation.
SECTION 8.02 Waiver of Notices. Whenever notice is required to
be given by these By-Laws or the Certificate of Incorporation or by
law, ther person entitled to said notice may waive such notice in
writing, either before or after the time stated therein, and such
waiver shall be deemed equivalent to notice.
SECTION 8.03 Fiscal Year. The fiscal year of the Corporation
shall begin the first day of January in each year.
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SECTION 8.04 Amendments. Subject to the provisions of the
Certificate of Incorporation, these By-Laws and applicable law, these
By-Laws or any of them may be amended or repealed and new By-Laws may
be adopted (a) by the Board, by vote of a majority of the number of
directors then in office or (b) by the vote of the holders of not
less than a majority of the total voting power of all outstanding
shares of voting stock of the Corporation at an annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, repeal
or adoption is given in the notice of special meeting. Subject to
the provisions of the Certificate of Incorporation, any By-Laws
adopted or amended by the stockholders may be amended or repealed by
the Board or the stockholders.
SECTION 8.05 Voting Stock. Unless otherwise ordered by the
Board, the Chairman of the Board shall have full power and authority
on behalf of the Corporation to attend and to act at any
meeting of the stockholders of any corporation in which the
Corporation may hold stock and at any such meeting shall possess and
may exercise any and all rights and powers which are incident to the
ownership of such stock and which as the owner thereof the
Corporation might have possessed and exercised if present. The Board
by resolution from time to time may confer like powers upon any other
person or persons.
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